Instruments Of Destruction
by The Amazing Shrinking Violet
Summary: A crossover between several DC and Marvel Properties, such as the JLU, the Avengers, the PPG, the Teen Titans, and other superheroes, as well as some special guests from Marvel's past. Please, Read and Review, and be constructive, if you can.
1. Chapter 1

Disclaimer: All the characters contained in this work of fiction are the intellectual copyrights and trademarks of their respective owners. These include Cartoon Network, Hasbro, Warner Bros., Marvel Comics entertainment Group, DC Comics, Devil's Due Press, IDW Publishing, and anyone else I've forgotten. Also, a few concepts came from friends, which I am borrowing for my work here, for a matter of simplicity in regards to continuity.

Author's Note: This fanfic uses some continuity from a fellow writer's works, that friend being jbwriter. You'll get which continuity I'm using when the characters show up. Otherwise it wouldn't be a surprise. Whether or not it's canon to what he writes is up to him, really. But it's all in fun that I write this, and for the people's possible enjoyment.

* * *

The city of Townsville.

A peaceful, quiet, happy place; the kind of place that a person could spend all day relaxing after a long day of work at the office, or after an informative day of school. Peaceful and happy, until a time of crisis arrives, a time at which the city's protectors, the Powerpuff Girls, arrive on the scene to make things right.

Let us direct our attention to a bustling nuclear power plant on the outskirts of town. As far as nuclear plants go, it was completely up to code and fully functioning, and perfectly safe. A pleasant place to work, if one must say so. At least, it was until now.

BOOM!

A loud explosion rocked the facilities, and all the workers began scrambling for safety as a number of fighter jets began opening fire on the buildings, and trying to open a path to the nuclear power rods. These jets didn't use machine guns, but instead some kind of advanced energy beam, despite looking like standard U.S fighting jets. The lead jet was blue, white, and red, and occasionally veered off the path set for them to terrorize some innocent scientists and workers, a high pitched cackle erupting from the communications system, a clear, sharp, almost screechy laugh, firing off a few missiles and causing buildings to collapse on themselves, before going back to the task at hand.

An alarm went off, and, back at the Mayor's office, the call was made, and the girls set out to save the day, or so they thought.

First, before getting back to the action, however, one thing must be said – the girls were teenagers now, sixteen years old each, and still living at home with their father, and living a happy, normal life. Or as normal as it got for three girls with superhuman abilities far beyond the norm, and living life as an adventure, despite all the problems that occasionally brought about.

From the house they lived in, with the noticeable three holes in the top floor's outer wall, three streaks of light, one blue, one pink, and one green, zipped out and began zooming towards the nuclear plant. When they arrived on the scene, they came to a full stop, and took in the scene.

Each girl had altered her look over the years, with Buttercup wearing a green tank top with a black stripe above her bared midriff, darker green pants, dark boots, fighting gloves, and the occasional bandage on her upper and lower arms, Bubbles wearing a blue t-shirt with a black stripe and white pants and blue shoes, and Blossom wearing a red and pink t-shirt with a red star on the pink front and bank, red pants, and pink and white sneakers. Each girl wore a small chain with the initials PP on a different part of their outfit, as a charm, and still bore their signature hair styles.

Buttercup was the first to speak, staring just a bit at the mess, and at what had caused it, as a number of the jets were still circling about, an amplified laughter being played from the most recurring, a largely blue with some white jet. "Jeeze…look at this place…those old heaps did all this…?" She shrugged, then rushed forward, trailing green light behind her.

"Buttercup, no! We have to work out a plan!" Blossom yelled, pink eyes opening wide as she moved to the side, and dodged a missile that just barely hit her, pushing it aside with one bare hand and a grunt. "These guys mean business, and we need to be coordinated!"

"Plan, schman! I'm gonna take these guys out right now!" A bright green light erupted from her green eyes, melting metal off the side wing of the blue jet. Surprisingly, there was a scream of pain as the jet swerved, and crashed through one damaged watch tower, and pulled up, wobbling a bit as it flew, and began opening fire on Buttercup, knocking her back with surprising force. "Woah! I felt that!"

"You little meat-puppet! How dare you burn me?!" the voice that came from the jet was sounding hysterical, or something close to it, and began circling about as the others opened fire on the three teens, who ended up splitting up and heading towards the jets, knocking each one out of the air and onto the ground in a heap of bent and twisted metal, while the girls themselves were left with numerous scrapes, scratches, and a few open cuts and burns. Bubbles had a hurt, slightly afraid look in her eyes, as she rubbed one of her scratches gently, and pulled her hand bank, speaking in a slightly squeaky, cutesy voice.

"That wasn't very nice of them…" she almost, but not quite, whined, before tilting her head to the side, and blinking with her wide blue eyes at her sisters, and let out a soft scream as she pointed out another jet, this one the leader, heading straight for them, firing off rapid-fire bolts of energy, which caused the ground to splinter and crumble, before exploding upwards in a shower of dirt and burning asphalt. "Oh, no!"

Blossom gritted her teeth, frowning as she rubbed her arms a little and flexed an arm – despite not having fully defined muscles as some superheroes would have, they still packed impressive upper and lower body strength, which was proven as the redhead flew down to the ground, and picked up one of the fallen jets, and heaved it at the lone remaining flier, grunting slightly with the effort. What she didn't expect was for the leader jet to continue to open fire, the bolts tearing holes into the other, thrown jet, which suffered from a small explosion, and was thrown into the ground, tearing a large furrow and making quite the crater. Then came an annoying, high pitched laugh from the red, white, and blue jet.

"Did you really think tossing one of my fellows at me would stop me?! We're ready to turn on each other in a second if it meant taking out some idiotic do-gooder, Cybertronian or not!" The voice that came from the jet was also somewhat high-pitched, screechy in an slightly annoying fashion, and also pompous and it sounded like its owner was very full of itself. The three girls narrowed their eyes, then zoomed towards the fighter jet, which surprisingly began to move at speeds beyond anything any man-made craft should be able to go at, as well as flying up completely vertical, and even doing complex arial maneuvers that would cause most aircraft to cut out and crash. It also continued to fire at them, occasionally grazing one of them or sending them cartwheeling through the air.

"Oh, that's it! I am sick of this!" Buttercup growled before tossing an energy ball at the jet at the same time as it fired, causing an explosion that sent all four fliers spinning backwards. At the same time, they could hear a faint whirring/clicking sound as the jet began laughing again, smoke blocking their view of it. When the air cleared, however, the girls were in for a shock, for floating before them was a massive humanoid robot, whose fists could easily squeeze the light out of each girl, with a large black head with glowing red eyes. It laughed, and cracked its knuckles, or an imitation of the act, its blasters mounted on its arms, wings along its back as wings, still floating in the air with ease. "What…the…" Buttercup was confused, and at a lack of what to say, as while they had seen their share of transforming robots, this one gave off a completely different vibe than those other ones…for while those were just robots, this one acted like it was alive, truly alive.

"Well now…looks like you three humans are a bit more of a problem than the rest of your ilk…" as the red, white, and blue robot spoke, wearing a sneer on its face, there was another large explosion, this from the plant proper, as something was tearing its way inside. Something…big. "Sounds like our 'fearless leader' has found what he's after. Too bad you bugs won't live long enough to find out just what that is!" With that, the robot reached out, swatting Buttercup aside and grabbing Bubbles, starting to crush her in his hand, cackling as he did and holding that hand over his head. "You see? No matter how 'advanced' you are, you're still meat and bone! You can't stand against my metal!" He was aware he had just said something of a pun, but he wasn't much of a humorist at the moment, or at all, being more of the backstabbing, complaining, ladder climbing and violent type. Blossom flew forward, and grabbed one of his fingers and, grunting, began pulling back on it as she braced herself against his hand, and attempted to free her sister that way.

"You…talk…too…much!" she grunted as she pulled back hard, a loud snap and crack sound echoing through the air. The robot screamed loudly, in pain, and released the terrified blonde, holding his hand.

"You vermin! I'll squash you like the pest you are!" The robot reached out with his other hand, before he fell back, one of his comrades' nose cones being rammed into his cockpit chest and knocking him back, as Buttercup forced him to fly backwards and through a building or two, before punching him repeatedly in the face, denting his left cheek a bit.

"Shut up! Your voice is so annoying!" She growled, still punching him until she was sure he was out of it, then flew away from him to check on the others. "You okay, Bubbles?"

The blonde in question had watering eyes, and was sniffling as Blossom held her hands, a scared look on her face. "I-I am now…he really hurt me…I didn't think anything could squeeze that hard…"

"It's okay, Bubbles, it's okay…Buttercup knocked him out real good…" the redhead tried to cheer her sister up, smiling and giving her a gentle pat on the shoulder, and a light hug, which did cheer her up after a few moments. The black haired girl rolled her eyes, and crossed her arms over her chest.

"I hate to interrupt, but we still have a job to do…that jerk said his boss was back there!"

Bubbles nodded, tilting her head to the side and smiling. "Buttercup's right…we have to find out who his boss was, and kick his butt!" Her tougher sister smiled, and nodded, giving her a thumbs up.

"Now that's what I'm talking about!"

The three headed off in the direction of the last explosion, determined looks on their faces as they neared a breached containment chamber. They only had a few seconds to react when there was a loud 'Bwomp!' sound, and a large bolt of pink energy struck them, sending them flying back through the air, as well as burning them a bit. They all cried out, and looked through the thick smoke, narrowing their eyes as they tried to use their X-ray vision to see through the mess.

The ground trembled and walls fell as another massive robot stepped out of the wreckage. This one was mostly white, with a bit of black and red, and a purple symbol on its chest, similar to the markings on the jets. It had glowing red eyes with black brows, and a bucket-like helmet, and a harsh, frowning face. He spoke, in a raspy, tough voice, and held in one hand a large – for a person – power rod container, and pointed his right arm at them, a large black canon that looked like a gun barrel attached to his forearm.

"What manner of humans are you? Most humans don't fly about, or cause my Decepticons this much trouble…" he sounded genuinely curious, before making a snorting sound, and raising his cannon up a bit more. "Well, it doesn't matter…you're all inferior to us, even if you did take out my lesser men." The cannon began to hum, before firing again, and again, and again, blasting the girls repeatedly, and having priority over their own energy attacks, simply canceling them out and blasting them back. Finally the three girls fell from the sky, and crashed into three even craters, the large white robot heading out into the area of the facility where all his fellow Decepticons lay trashed. With a snarl, he kicked the white and red and blue jet, and growled. "Get up, Starscream! You've embarrassed yourself for the last time in front of me! Keep this up and you'll be on the scrapheap along with Prime!"

The transforming robot cowered a bit, and nodded. "Y-yes, mighty Megatron…whatever you say…it won't happen again…"

"It better not…"

The Decepticon leader stood there, holding his prize, and grinning evilly, red eyes flashing brightly for a few moments, before looking back at his men. "Come, fools! The next part of my plan must be put into action before more of these bizarre pests come to bother us. They cost us seconds off our time…seconds that the Autobots could've used to find us!"

With that, he began walking, then floated up into the air, and flew off into the distance, his battered, wrecked soliders following after him, Starscream taking up the rear and growling as he rubbed his cheek.

"Oh, cherish your time as our leader while you have the chance, Megatron…for soon I will take over, and YOU will join Optimus Prime in the wreckheap, while I rule Cybertron!"

6


	2. Chapter 2

It was a busy day in Jump City, and as usual, in the symbolic T tower on Titans Island was another meeting of the extended roster of the group. However, this wasn't the usual, weekly, monthly, or quarterly meeting in regards to the usual stuff, but it was a meeting that was being held on recommendation of a number of more adult super-teams, such as the Avengers, and the Justice League, and even the espionage organization SHIELD, in regards to an incident that had happened in the city of Townsville a week ago – a nuclear power plant had be demolished, the power core stolen, and the city's trio of heroes had been beaten so badly no one had gotten the story out of them. So now it was up to Robin to pick a team from the line up given to him by Nick Fury, and use that as a task force to investigate, and hopefully clean up this mess.

So now Robin was standing in front of his final selection, or at least, the only one approved by everyone overall – Spider-Man, Cyborg, Beast Boy (Or as he now preferred to be called, Changeling), Starfire, Iceman and Rogue of the X-Men, Johnny Storm of the Fantastic Four (Johnny was useful, but Raven seemed to dislike him), and one of the new Titan recruits Hot Spot - the same time they were waiting on Iron Man as their 'escort' and technical expert alongside Cyborg, as Iron Man was the only available Avenger who could fly the Quinjet that had been loaned to them. Before Robin could speak, there was a rather noisy knock on the door, and then, with a metallic squealing, a pair of black, sharp claws peeled the door open, and a toothy, black head with white eyespots poked through, and grinned, a long, slime-dripping tongue licking out of its mouth. "Hey…you forgot to send our invitation…Robin, we're beginning to think you don't like us…"

The teen hero sighed, and slapped his forehead, grumbling a bit. "Hello, Venom…lucky for you we still have a free seat…"

"Yay for us…we get mister Tooth-n-gums…" Johnny rolled his eyes, before getting a large hand wrapped around his neck, cutting off his air for a bit.

"Hey, blondie…just because we're all legal and approved to be a good guy doesn't mean we won't rip you a new one…"

"Okay, just settle down, you spazzes." This came from Spider-Man, who had enough experience with the two to know what to deal with…which was quite painfully annoying beyond belief. "This is grown-up time. Don't make me send you to the corner…you wouldn't like being in the corner…"

There was a loud bang/smack noise, and all eyes were returned to the head of the room, where Robin had his staff out, and had smacked it into the floor, growling a bit in an amusing fashion, and giving everyone his meanest, dirtiest look. Everyone quieted down, and took their seats, while the team leader paced back and forth a little trying to calm down. "Thanks…anyway…before we were interrupted…I'm sure you've all read your official briefings, so I won't need to waste time explaining anything to you. The one thing I think I should mention again is that this is a SHIELD investigation, and this is considered an international incident, as some people think this could be a terrorist attack. So, we'll be meeting some members of France's General Directorate for External Security, I believe, that are on loan to SHIELD. They'll be handling the European end of this, as a similar theft occurred in England a week ago. Now, I want everyone ready to go, as our ride will be here in about ten minutes."

The dark haired teen took a deep breath, and ran a gloved hand through his hair, giving his recruits a look, before speaking again. "And please, let's not embarrass ourselves too much…I think we know who I'm talking to here…"

After a minute, a few grumbles and cries of "Hey!" and "Hmph!" came from the pranksters and comedians of the team, eliciting a few snickers from the other people in the room.

"Alright everyone…let's get to the roof…our ride will be here soon."

* * *

It was about ten minutes later that everyone made it to the roof, where an Avengers Quinjet was landing on the roof, albeit somewhat shakily. When it landed, the entrance way opened, and the walkway lowered, and, standing in the entrance way was the red and gold armored hero and self-proclaimed body guard, Iron Man, who was in reality the inventor and business man Tony Stark. The faceless gold mask mounted on the red helmet regarded them curiously, as the hero tilted his head to one side, then the other, before raising his arms up into the air, in a shrugging motion, and chuckled a bit, the sound filtered and distorted to conceal his identity from the general public.

"So this is the big team you've put together. I've got give you credit for trying, but you've got a lot of contrasting personalities here…not that there's any problem with that. Lord knows the Avengers have their own problems. Anyway…here's the ride, and your backup support team if you need us."

"Us?" Robin's brow raised a bit as he boarded first, and caught sight of a teenaged redhead in the pilot's seat, her long hair in a flip hairstyle, wearing a purplish sweater, black gloves, black pants, dark boots, and a backpack next to her seat, while next to her in the co-pilot's seat was a young man with short blonde hair, freckles, and a slightly goofy look on his face wearing a similar outfit, though this one in shades of black and grey, and seated on his hands. Every so often he'd reach out to touch one of the many buttons on the control panel, and the redhead would reach out, eyes narrowed, and swat his hand, waggling her finger a bit and saying "No." Iron Man chuckled a bit, and tilted his head again.

"You kids aren't the only teen heroes out there…Ron, no. Stop trying to hit the cruise control button. The last time you did that we nearly crashed." There came a sheepish laugh, and the blonde rubbed the back of his neck nervously.

"Ah ha hah…right."

"Ron, you know Tony's only thinking of our best interests…"

"But KP, why do I have to sit on my hands?"

"Ron, remember over Denver?"

"Good point."

Robin just took his seat, not wanting to get too involved with the support team at the moment, as he had enough to worry about, while everyone else entered the Quinjet in single file. "This is going to be a long trip, isn't it?"

"Probably."

* * *

It was sometime later that the jet arrived in the city, which was undergoing some renovations for an upcoming, annual event. The weird thing was, it was only now being sponsored by what seemed to be a big commercial concern, the up and coming company Arbco. A series of construction vehicles were busy working away – a front-end shovel, a bulldozer, an excavator, a concrete mixer, a crane, and a dump truck. Oddly, instead of the usual yellow, these vehicles were of two colors, green and purple. The oddly colored vehicles wouldn't normally be considered an oddity in Townsville, where everything was a bit off, but in this case, these vehicles didn't belong here either. There was something unusual about them, and at how fast they could work, the convention centre being remodeled way ahead of schedule.

The somewhat-reformed Venom found this a bit perplexing as he sat on the edge of a building near where they landed. Shortly after the landing, a group of people showed up, probably laying in wait. Amongst a number of SHIELD grunts was an odd little man with a statuesque redhead, who seemed to be worried about the state of affairs, but not as much as he could be. Further conversations revealed this little man to be the mayor of the city, and the redhead his assistant. Venom grew tired of sitting around, and decided to watch the construction in progress, a weird feeling in the pit of his stomach. He peered at the mixer, and noticed an odd, angular face-like symbol on the side doors, which was hauntingly familiar…the difficulty he had remembering it was easy enough to explain – it was a memory from Parker's time in the suit, and even then it was a fleeting one. Another memory was attached to it, involving rather large forms made of metal, especially one in the form of a panther, or a jaguar…it was hard to remember, with all the things that had happened lately…

He decided to address the issue by going over to the convention centre, to get a better look at things. By the time he got there, all the workers were on break, and their equipment was left alone. Venom dropped from his webline and landed on the ground next to one of the trucks, and examined it closely. Then all of a sudden, the one he was looking at came to life, the lights flicking on and the engine starting up, and then, a loud voice came from nowhere, but inside, the machine.

"Isn't this one of those humans that are 'stronger' than the rest? And isn't his coloration familiar?"

Then another piece of equipment came to life, and another, and another.

"Isn't this the one Megatron hated? You know, besides that runt that hangs out with Prime and his friends?"

"Oh yeah, yeah…Spider-Man, right, right?" the next voice sounded a bit manic, and repeated itself a bit, even laughing/giggling/chuckling a bit insanely. Venom immediately felt a sinking feeling as he backed up, and, reaching into a spot on his costume, pushed a button that would sound an alarm off to the other members of the team.

"Sorry…that was the other guy who had this suit…"

"Doesn't matter, doesn't matter…we're gonna squash you anyways, ways…"

Then, all six pieces of heavy equipment seemed to be coming apart, before actually unfolding and turning into six large robots, all with that same insignia on their chests. They all took out their weapons, and opened fired, one of their number speaking up almost nervously. "Wait…isn't this going to ruin Megatron and the human's plan?"

Their leader spoke, after making a snorting sound. "Oh, he'll be glad to see this human dead, even if it does complicate things a little."

"Make that a lot, friend." This new voice, also with a robotic sound to it, came from above. Venom looked up, and with relief, saw Iron Man and the others coming in fast, Hot Spot and the armored Avengers both taking shots at the six figures. Spider-Man was swinging in fast, though he spotted something unusual himself – a tractor trailer semi with a cab-over design, which was odd for this day and age, that was painted red, with a different face like symbol on it, and a whitish grey trailer with a blue streak going along both sides. His eyes widened under the mask, as he put two and two together, and then hauled ass, knocking Venom out of the way of a stray energy burst.

"Guys, we have to go, NOW!"

"What? What's going on, Spider-Man?"

"there's no time! We have to get these things away from the people!"

"that's him, That's him! That's Spider-Man!"

"Mixmaster, you idiot! You got the wrong one!"

"My bad, my bad."

"What on earth are these things?" Iceman spoke up, before being blasted off of his ice slide by another one of the robots. It was at that moment that the semi detached it's trailer, and crashed through the barricade around the convention hall, also unfolding and transforming, into a red torsoed robot with blue and white legs and hands, and a blue and white helmeted head with glowing blue eyes, who caught Iceman, before setting him back down. Spider-Man started running/crawling rapidly, and jumped up onto the newcomer's shoulder.

"They're called Decepticons, but don't worry, the backup's here." The arachnid hero smiled to himself, from his perch on the new robot's shoulder. "Right? Everybody, meet Optimus Prime, leader of the Autobots. It's been a while, buddy."

"Spider-Man? Changed your costume, have you? I almost thought that bigger black and white thing was you, but I remembered you don't have a tongue and teeth like that…" Prime tilted his head abit, taking out his own blaster weapon, and started firing on the decepticons. "Everyone, we have to get out of here, now! These are the Constructicons, and if we stay here much longer, there's more chance they'll merge!"

"Why, Prime, what a lovely idea!" This one, Scrapper, spoke, and all of a sudden, all of the robots transformed into their vehicle modes, before flying up in the air with a louder transformation sound, and linked together, forming a larger robotic body, a black and silver head emerging from the new torso.

"Devastator will smash you to bits, meat sacks!"

"Wonderful…I just had to open my mouth…" Prime sighed, adjusting his aim to shoot the massive green and purple robot in the shoulder. "People, fall back! We can't take him in these closed quarters! He can tear the buildings to shreds and use them as ammo!" The urgency in his robotic voice gathered all the heroes around him, as he stood back, and transformed into a semi. "Everyone, get on!" That they did, climbing onto the hitch part of the truck, as it took off, much faster than any other earth vehicle could do. The massive robot behind them took off, moving slowly but taking long strides thanks to its massive legs, a huge blaster in one hand, and firing pink laser beams at the fleeing semi. "This isn't good, but we can still draw them out. From what I hear, this city is used to destruction on a massive scale, but if we can get Devastator to the park, we can take care of him there!"

By now Starfire, Johnny, Iron Man, and Rogue were flying alongside the truck, the first three blasting back at Devastator, and more than a little upset that they couldn't do any serious damage, thanks to the thick armor the Decepticon combiner had. "Well, that sounds better than just throwing stuff at him…he's thick." The armored avenger spoke, brow furrowed with thought.

"That's the way he's made. If you think he's bad, wait until you see Menasor or Bruticus. Those will put the fear in you…pure destruction, with all the willpower to use it." Prime kept speeding, passing cars and trucks and other vehicles as he made it to the entrance of the park, smashing through the wall around it, his tires tearing into the ground and leaving tracks and furrows in the sod. "Hang on!"

The truck soon slammed to a halt in the middle of the park, all the heroes jumping off as Prime transformed back into his robot mode, and Devastator lumbered into view, pushing over a skyscraper as he walked forwards, eliciting a loud gasp from Starfire, and cries of dismay form nearly anyone else as the building shattered into pieces, and rained onto the street. Thankfully, no one was hurt, as that building had been emptied thanks to the work of Townsville's finest, the moment the alert of the giant robot was let out.

"Prepare for extermination, meat!" the slow moving Decepticon growled in that distorted, combined voice of his, and took aim, firing at the heroes, and barely missing them, exploding the ground behind them, sending chunks of dirt and grass and rocks in the air, everyone shielding themselves, while those with long range attacks and projectiles opened fire on Devastator, causing him to stumble back, though not having jarred him enough to stop him from firing once more. He took aim a third time, this time locked dead onto them and…

There was a loud explosion as the blaster rifle exploded, nearly taking the combiner's hand off with it's force, while Townsville's premiere superheroes arrived on the scene, bandaged and looking a bit worse for the wear, staring down the massive robot as they floated before the other heroes, who had paused in their attacks as a result of this sudden occurrence.

"I know you're new to Townsville, but if you want to hurt it, or any of the people who live here, you have to go through us first…" the leader, Blossom, glared the hardest, her eyes glowing a mix of red and pink, all of the girls taking up battle positions and preparing to attack.

"I can't tell whether things have gotten better, or worse…" Spider-Man's left hand smacked his face, the palm pressing against his mouth as he sighed. "These girls are pure destruction themselves…"


End file.
